CANADIAN TIRE CORPORATION, LIMITED 2012 Annual Information Form February 21, 2013 ANNUAL INFORMATION FORM CANADIAN TIRE CORPORATION, LIMITED TABLE OF CONTENTS 1. Corporate Structure 1 2. Description of the Business 1 2.1 Retail Business 2 2.2 Financial Services Business 10 2.3 Seasonality of the Business 11 2.4 Intangible Properties 12 2.5 Economic Dependence 12 2.6 Lending 13 2.7 Financing of the Business 13 2.8 Risk Factors 13 2.9 Employees 15 2.10 Social and Environmental Policies 15 3. General Development of the Business 16 3.1 Retail Business Developments 16 3.2 Financial Services Business Developments 21 3.3 Other Business Developments 21 4. Capital Structure 23 4.1 Description of Capital Structure 23 4.2 Market for Securities 24 5. Dividends 25 6. Security Ratings 26 7. Transfer Agents and Registrars 27 8. Directors and Officers 27 9. Interests of Experts 32 10. Legal Proceedings and Regulatory Actions 32 11. Additional Information 33 ANNEX A – Audit Committee Mandate and Charter i Certain brands mentioned in this report are the trade-marks of Canadian Tire Corporation, Limited, Mark’s Work Wearhouse Ltd., FGL Sports Ltd. or used under license. Others are the property of their respective owners. CAUTIONARY NOTE REGARDING FORWARD LOOKING INFORMATION This Annual Information Form, and the documents incorporated by reference herein, contain forward-looking information that reflects management’s current expectations related to matters such as future financial performance and operating results of the Company. Forward-looking statements are provided for the purposes of providing information about management’s current expectations and plans and allowing investors and others to get a better understanding of our financial position, results of operation and operating environment. Readers are cautioned that such information may not be appropriate for other circumstances. All statements in this Annual Information Form and the documents incorporated herein by reference, other than statements of historical facts, may constitute forward-looking information, including, but not limited to, statements concerning management’s current expectations relating to possible or assumed future prospects and results, the Company’s strategic goals and priorities, its actions and the results of those actions, and the economic and business outlook for the Company. Often but not always, forward- looking information can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “believe”, “estimate”, “plan”, “could”, “should”, “would”, “outlook”, “forecast”, “anticipate”, “foresee”, “continue” or the negative of these terms, variations of them or similar terminology. Forward-looking information is based on the reasonable assumptions, estimates, analysis and opinions of management made in light of its experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable at the date that such statements are made. By its very nature, forward-looking information requires the Company to make assumptions and is subject to inherent risks and uncertainties, which give rise to the possibility that the Company’s assumptions may not be correct and that the Company’s expectations and plans will not be achieved. Although the Company believes that the forward-looking information in this Annual Information Form and the documents incorporated herein by reference are based on information and assumptions which are current, reasonable and complete, this information is necessarily subject to a number of factors that could, for a variety of reasons, cause actual results to differ materially from management’s expectations and plans as set forth in such forward-looking information. Some of the factors, many of which are beyond the Company’s control and the effects of which can be difficult to predict, include (a) credit, market, currency, operational, liquidity and funding risks, including changes in economic conditions, interest rates or tax rates; (b) the ability of the Company to attract and retain high quality employees, Associate Dealers, Canadian Tire Petroleum agents, PartSource, Mark’s Work Wearhouse Ltd., and FGL Sports Ltd. store operators and franchisees, as well as the Company’s financial arrangements with such parties; (c) the growth of certain business categories and market segments and the willingness of customers to shop at the Company’s stores or acquire the Company’s financial products and services; (d) the Company’s margins and sales and those of its competitors; (e) risks and uncertainties relating to information management, technology, supply chain management, product safety, changes in law, competition, seasonality, commodity prices and business disruption, the Company’s relationships with suppliers and manufacturers, changes to existing accounting pronouncements, the risk of damage to the reputation of brands promoted by the Company and the cost of store network expansion and retrofits; and (f) the Company’s capital structure, funding strategy, cost management programs and share price. The key risks and uncertainties, and the material factors and assumptions applied in preparing forward-looking information, that could cause actual results to differ materially from predictions, forecasts, projections, expectations or conclusions are discussed in the “Risk Factors” section of this Annual Information Form and also in the following sections of the Company’s Management’s Discussion and Analysis (“MD&A”) for the year ended December 29, 2012: sections 7.5.1.2 (Retail segment business risks) and 7.5.2.2 (Financial Services segment business risks) and all subsections thereunder. For more information on the risks, uncertainties and assumptions that could cause the Company’s actual results to differ from current expectations, please also refer to the Company’s public filings available on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com and at www.corp.canadiantire.ca. The Company cautions that the foregoing list of important factors and assumptions is not exhaustive and other factors could also adversely affect its results. Investors and other readers are urged to consider the foregoing risks, uncertainties, factors and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such forward- looking information. Statements that include forward-looking information do not take into account the effect that transactions or non- recurring or other special items announced or occurring after the statements are made have on the Company’s business. For example, they do not include the effect of any dispositions, acquisitions, asset write-downs or other charges announced or occurring after such statements are made. The forward looking information in this Annual Information Form is based on certain factors and assumptions made as of the date hereof or the date of the relevant document incorporated herein by reference, as applicable. The Company does not undertake to update the forward looking information, whether written or oral, that may be made from time to time by it or on its behalf, to reflect new information, future events or otherwise, except as required by applicable securities laws. Information contained in or otherwise accessible through the websites referenced in this Annual Information Form or the documents incorporated by reference herein (other than the Company’s profile on SEDAR at www.sedar.com) does not form part of this Annual Information Form or the documents incorporated by reference herein and is not incorporated by reference into this Annual Information Form. All reference to such websites are inactive textual references and are for information only. ANNUAL INFORMATION FORM CANADIAN TIRE CORPORATION, LIMITED Unless otherwise specified herein, the information in this Annual Information Form is presented as at December 29, 2012 (the last day of the Company’s most recently completed financial year) and all dollar amounts are expressed in Canadian dollars. 1. CORPORATE STRUCTURE Canadian Tire Corporation, Limited (the “Company” or “Canadian Tire”, which terms refer to Canadian Tire Corporation, Limited, its predecessor corporations and all of its subsidiaries unless the context otherwise requires) was incorporated under the laws of the province of Ontario by letters patent dated December 1, 1927 and is governed by the Business Corporations Act (Ontario). The Company was amalgamated with four of its wholly owned subsidiaries pursuant to Articles of Amalgamation which became effective January 1, 1980. The Company’s articles were amended effective December 15, 1983 to reorganize the capital structure of the Company, among other things. The registered and principal office of the Company is located at 2180 Yonge Street, P.O. Box 770, Station K, Toronto, Ontario, M4P 2V8. The Company’s corporate website address is www.corp.canadiantire.ca. The corporate structure of the Company, including its principal subsidiaries and their applicable governing corporate jurisdictions, is as follows: Canadian Tire Corporation, Limited (Ontario) Canadian Tire Financial Canadian Tire Real FGL Sports Ltd. Mark's Work Wearhouse Ltd. Services Limited Estate Limited (Alberta) (Alberta) (Canada) (Ontario) Canadian Tire Bank (Canada) Each of Canadian Tire Financial Services Limited (“CTFS”), Canadian Tire Bank (“CTB”), Canadian Tire Real Estate Limited (“CTREL”), FGL